INFORMATION BOOKLET
Greensleeves Homes Trust March 2017
4.25% Bonds due 2026 (including retained bonds)
(Issued by Retail Charity Bonds PLC)
This is an advertisement and not a prospectus.
LEAD MANAGER
Peel Hunt LLP
AUTHORISED OFFERORS
AJ Bell Securities Limited
Alliance Trust Savings Limited
Barclays Bank Plc
Equiniti Financial Services Limited
Interactive Investor Trading Limited
Redmayne-Bentley LLP
Any decision to purchase or sell the Bonds should be made
solely on the basis of a careful review of the Prospectus
You should be aware that you could get back less than you
invested or lose your entire initial investment
RETAIL
CHARITY
BONDS
Important Information
This information is a financial promotion and is not intended
to be investment advice. This Information Booklet is an
advertisement for the purposes of Prospectus Rule 3.3 and
Article 34 of Commission Regulation (EC) No 809/2004 (as
amended) and is not a prospectus for the purposes of EU
Directive 2003/71/EC (as amended) (the “Directive”) and/or
Part VI of the Financial Services and Markets Act 2000 (the
“FSMA”).
Retail Charity Bonds PLC (the “Issuer”) is the legal entity that
will issue the Bonds (the meaning of that term is explained
below).
The Proceeds of the Bonds are intended to be loaned to
Greensleeves Homes Trust (“GHT”). References to “GHT”
or to the “Charity” in this document are references to
Greensleeves Homes Trust.
This Information Booklet is a financial promotion made by the
Issuer and approved by Peel Hunt LLP solely for the purposes
of section 21(2)(b) of the FSMA. Peel Hunt LLP (“Peel
Hunt” or the “Lead Manager”) (incorporated in England
No. OC357088) whose registered office is Moor House, 120
London Wall, London, EC2Y 5EY, is authorised and regulated
by the Financial Conduct Authority.
This Information Booklet is not an offer for the subscription
or sale of the Bonds (defined in the following paragraph).
This Information Booklet relates to the Greensleeves
Homes Trust 4.25% fixed rate Bonds due 2026 (referred to
in this Information Booklet as the “Bonds”). A prospectus
dated 7 March 2016 (the “Prospectus”) has been prepared
and made available to the public in accordance with the
Directive. Copies of the Prospectus are available from the
website of the Issuer (www.retailcharitybonds.co.uk/bonds/
Greensleeves), the website of Greensleeves Homes Trust
(www.greensleeves.org.uk) and the website of the London
Stock Exchange plc (www.londonstockexchange.com/
newissues). Your Authorised Offeror will provide you with a
copy of the Prospectus.
This Information Booklet should not be relied on for making any
investment decision in relation to the purchase of the Bonds.
Any investment decision should be made solely on the basis of
a careful review of the Prospectus. Please therefore read the
Prospectus carefully before you invest. You should ensure that
you understand and accept the risks relating to an investment
in the Bonds before making such an investment. You should seek
your own professional investment, legal and tax advice as to
whether an investment in the Bonds is suitable for you.
The Bonds may only be sold in Jersey in compliance with the
provisions of the Control of Borrowing (Jersey) Order 1958.
The Bonds may only be sold in Guernsey in compliance with the
provisions of the Protection of Investors (Bailiwick of Guernsey)
Law, 1987. The Bonds may only be sold in the Isle of Man in
compliance with the provisions of the Isle of Man Financial
Services Act 2008 and the Regulated Activities Order 2011.
This Information Booklet is not for distribution in the United
States of America or to U.S. persons. The Bonds have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the “Securities Act”), or the securities
laws of any state of the United States or other jurisdiction and,
subject to certain exceptions, may not be offered or sold within
the United States or to, or for the account or benefit of, U.S.
Persons (as defined in Regulation S under the Securities Act).
The Bonds are being offered and sold outside of the United
States in reliance on Regulation S of the Securities Act. You are
referred to the section headed “Subscription and Sale” in the
Prospectus on page 83.
2
Greensleeves Homes Trust 4.25%
Bonds Due 2026
The Greensleeves Homes Trust 4.25% fixed rate Bonds due 2026
pay interest of 4.25% per annum on the face value of £100 per
Bond until the Expected Maturity Date.
The Bonds will be issued by the Issuer and certain bonds will
be immediately purchased by the Issuer on the Issue Date (the
“Retained Bonds” described in the section headed “Retained
Bonds” below). The proceeds of the Bonds (including the
proceeds of any Retained Bonds sold to any third party from time
to time) will be lent to GHT (the “Loan”), via a loan agreement
(the “Loan Agreement”) to be entered into between the Issuer
and GHT.
The Bonds are expected to be repaid on 30 March 2026 (the
“Expected Maturity Date”), however the terms of the Bonds
allow for a deferral of the repayment until 30 March 2028 (the
“Legal Maturity Date”), as well as early repayment of the Bonds
if GHT elects to repay the Loan early.
Interest will be paid in two equal instalments a year on 30 March
and 30 September every year (with the first payment being made
on 30 September) up to and including the Expected Maturity Date,
or the Legal Maturity Date if the Bonds are deferred, unless the
Bonds have previously been redeemed, purchased or cancelled.
On the Expected Maturity Date (i.e. 30 March 2026), or the Legal
Maturity Date (i.e. 30 March 2028) (as the case may be) the Issuer
is required to repay an amount equal to the face value of the
Bonds (i.e. £100 for each Bond) unless the Bonds have previously
been redeemed or purchased and cancelled. No payments of
interest will be made in relation to any Retained Bonds and the
Issuer will not repay any amounts in respect of the Retained
Bonds on the Expected Maturity Date or Legal Maturity Date. If
the Issuer or Charity goes out of business or if the Issuer or the
Charity becomes insolvent before the Expected Maturity Date
or the Legal Maturity Date (as the case may be), you may lose
some or all of your investment.
The only way to purchase these Bonds is through a stockbroker
or other financial intermediary, which has been granted consent
by the Issuer and/or the Charity (as the case may be) to use the
Prospectus,(an “Authorised Offeror”). Contact your stockbroker
or other financial intermediary today, or any of those listed in
the “Authorised Offerors” section of this document on page 14
if you wish to purchase these Bonds. The minimum initial amount
of Bonds you may buy is £500. Purchases of greater than £500
must be in multiples of £100. After the initial purchase of Bonds,
the Bonds can be bought and sold in multiples of £100. Your
Authorised Offeror will provide you with a copy of the Prospectus.
You are referred to the section headed “Important Information”
on page 2 of this document.
3
Greensleeves Homes Trust 4.25%
Bonds Due 2026
What is a bond?
Interest on the Bonds
A fixed rate bond is a form of borrowing by a company seeking
to raise funds from investors. The Bonds have a fixed life. The
company promises to pay a fixed rate of interest to the investor
until the date that the bond matures (i.e. in the case of the
Bonds, the Expected Maturity Date or the Legal Maturity Date
(as the case may be) although a bond may also become
repayable early in certain circumstances) when it also promises
to repay the amount borrowed.
The level of interest payable on the Bonds is fixed when the
Bonds are issued. The rate of interest on the Bonds is 4.25%
per annum until the Expected Maturity Date.
A bond is a tradable instrument; you do not have to keep the
Bonds until the date when they mature. The market price of a
bond will vary between the start of a bond’s life and the date
when it matures. You are referred to the sections headed
“Key Risks of Investing in the Bonds” and “Further Information
– How to trade the Bonds” on pages 8 and 12 of this document.
What are Retained Bonds?
When the Bonds are issued, the Issuer will immediately
purchase some of the Bonds (the “Retained Bonds”).
The aggregate amount of these Retained Bonds will be
specified in the Issue Size Announcement.
These will be held on behalf of the Issuer by a custodian until
a later date, when, following agreement with the Charity the
Issuer may sell some or all of the Retained Bonds in the market
by private treaty on the basis that no Retained Bonds will be
sold unless they receive the same tax treatment. Additional
proceeds raised from the sale of the Retained Bonds will
then be loaned to the Charity under the terms of the Loan
Agreement.
Any Retained Bonds shall, following a sale to any third party
from time to time, cease to be Retained Bonds to the extent
of and upon such sale or disposal. Bonds which have ceased to
be Retained Bonds shall carry the same rights and be subject in
all respects to the same Terms and Conditions as other Bonds.
You are referred to the sections headed “What are Retained
Bonds?” and “How will the Issuer deal with the Retained
Bonds?” on page 57 of the Prospectus.
Therefore, for every £500 face value of Bonds held (i.e. the
minimum initial amount of Bonds you may buy), the Issuer will
pay interest of £10.625 twice a year until the Expected Maturity
Date starting on 30 September 2017. No payments of interest
will be made in relation to any Retained Bonds.
If the Charity elects to defer the repayment of the Bonds until
the Legal Maturity Date, the Charity will be required to make
additional interest payments under the Loan Agreement at the
rate of 1.00 per cent. per annum. This means that the interest
payments on the Bonds after the Expected Maturity Date will
also increase by 1.00 per cent. per annum.
How will interest payments on the
Bonds be funded?
Payments of interest by the Issuer in respect of the Bonds will
be funded by the interest and principal which the Issuer receives
from the Charity under the Loan Agreement.
You are referred to the sections headed “How will interest
payments on the Bonds be funded” on page 62 of the
Prospectus.
You are referred to the section headed “Key Risks of Investing
in the Bonds” on page 8 of this document for information on the
risks relating to an investment in the Bonds.
Payment on the face value of the Bonds
Provided that the Issuer or the Charity does not go out of business
or become insolvent or other problems are not encountered in
respect of payments due on the Bonds (see the section of the
Prospectus headed “Risk Factors”), and provided that the Bonds
have not been redeemed or purchased and cancelled early, the
Bonds will be redeemed at 100% of their face value (i.e. £100 per
Bond) on the Expected Maturity Date or Legal Maturity Date (as
the case may be) (i.e. 30 March 2026 or 30 March 2028).
Early redemption
The Bonds may be redeemed early if the Charity repays the Loan
early and in full, at the Sterling Make-Whole Redemption Amount
(as further defined on page 7 of this document).
4
Greensleeves Homes Trust 4.25%
Bonds Due 2026
Structure
The Bonds will be issued by the Issuer and the proceeds of the
Bonds will be lent to GHT (the “Loan”), via a loan agreement
(the “Loan Agreement”) to be entered into between the
Issuer and GHT. GHT will agree to pay interest on the Loan to
the Issuer and, when due, it will agree to repay the principal
amount of the Loan to the Issuer. Payments of interest and
principal made by the Issuer in respect of the Bonds will be
solely funded by the interest and principal which the Issuer
receives from GHT under the Loan Agreement.
Cashflows
The Bonds will be issued by the Issuer and the proceeds of the
Bonds will be lent to GHT (the “Loan”), via a loan agreement
(the “Loan Agreement”) to be entered into between the
Issuer and GHT. GHT will agree to pay interest on the Loan to
the Issuer and, when due, it will agree to repay the principal
amount of the Loan to the Issuer. Payments of interest and
principal made by the Issuer in respect of the Bonds will be
solely funded by the interest and principal which the Issuer
receives from GHT under the Loan Agreement.
Bondholders
Bonds
Retail Charity Bonds
PLC (issuer)
Loan agreement
Greensleeves Homes
Trust (Charity)
N.B. the proceeds of any Retained Bonds, once sold
to the any third party from time to time, will be
advanced under the Loan Agreement at that time.
5
Key Features of the Bonds
•
Issuer: Retail Charity Bonds PLC.
•
Charity: Greensleeves Homes Trust.
•
Interest Rate: 4.25% per annum up to but excluding the
Expected Maturity Date.
•
Adjusted Interest Rate: 5.25% per annum from and including
the Expected Maturity Date up to but excluding the Legal
Maturity Date, an increase of 1.00 per cent. per annum.
•
Interest Payments: Interest will be paid in two instalments
on 30 March and 30 September in each year, starting on 30
Spetember 2017 up to but excluding the Expected Maturity
Date (30 March 2026), or up to but excluding the Legal
Maturity Date (30 March 2028) if the Bonds are deferred until
the Legal Maturity Date.
Your actual return will depend on the price at which you
purchase the Bonds and, if you do not hold the Bonds until
maturity, the price at which you sell your Bonds.
•
Offer Period: The Bonds are available for purchase through
your stockbroker or other financial intermediary in the
period from 7 March 2017 until noon (London time) on
24 March 2017 or such earlier time and date as agreed by the
Issuer and the Lead Manager and announced via a Regulatory
Information Service (which is expected to be the Regulatory
News Service operated by the London Stock Exchange) (the
“End of Offer Date”).
•
Authorised Offerors: A number of authorised offerors (listed
on page 14 of this Information Booklet) have been approved
by the Issuer and the Lead Manager to provide this document
and the Prospectus to potential investors in the Bonds
until the End of Offer Date. The Issuer and/or the Charity
(as the case may be) have also granted their consent for
other financial intermediaries to use the Prospectus for the
purposes of making offers of the Bonds to potential investors
in the United Kingdom, Jersey, Guernsey and the Isle of Man.
The conditions attached to this consent are set out in the
section headed “Important Legal Information – Public Offer
Of The Bonds” on page 14 of the Prospectus.
Any offer to sell the Bonds made or received from any
other party, or by any party after the End of Offer Date,
may not have been approved by the Issuer and the Charity
(as the case may be) and you should check with such party
whether or not such party is so approved.
•
Date on which the Bonds are issued and on which interest
begins to accrue: 30 March 2017
•
Term of the Bonds: 9 years, subject to an election to defer
the maturity of the Bonds until the Legal Maturity Date.
•
Expected Maturity Date (i.e. when the Bonds are expected
to mature and are repayable): 30 March 2026.
6
Key Features of the Bonds
•
Legal Maturity Date (i.e. when the Bonds become repayable
if the Charity elects to defer the repayment on or before the
Expected Maturity Date): 30 March 2028.
•
Face value of each Bond: £100. Although the face value of
each Bond is £100, it is not possible to purchase less than
£500 during the Offer Period. In the secondary market, it
should be possible to purchase and sell the Bonds in multiples
of £100.
•
Issue price: 100 per cent. of the face value of each Bond
(i.e. £100).
•
Loan: The proceeds from the issue of the Bonds will be
loaned by the Issuer to the Charity by way of a loan on the
terms of the Loan Agreement.
•
Security: Payments of interest and principal due on the
Bonds will be funded by payments due under the Loan
Agreement. The Issuer’s rights to receive payments under the
Loan from the Charity and certain related rights under the
issue documents for the Bonds will be charged as security for
the benefit of investors in so far as they relate to the Bonds.
•
•
Redemption at Legal Maturity Date: The Charity may elect
to defer the repayment of the Loan until the Legal Maturity
Date. If the Bonds are not redeemed on the Expected
Maturity Date, they will be redeemed at 100 per cent. of
their face value on the Legal Maturity Date (i.e. 30 March
2028).
•
Early redemption by Issuer: The Loan may be prepaid early
by the Charity. If the Loan is prepaid early the Issuer will
redeem the Bonds early (in whole but not in part) at the
“Sterling Make-Whole Redemption Amount”. The Sterling
Make-Whole Redemption Amount is an amount which is
calculated to ensure that the redemption price produces a
sum that, if reinvested in a reference bond (in this case a UK
gilt), would continue to give the Bondholders the same yield
on the money that was originally invested as they would have
received had the Bonds not been redeemed.
•
Trading: Investors will, subject to market conditions, be
able to buy Bonds or sell their Bonds during the term of the
Bonds. You are referred to the section headed “Key Risks of
Investing in the Bonds” and “Further Information – How
to trade the Bonds” on pages 8 and 12 of this document for
more details.
•
ISA and SIPP eligibility: At the time of issue, and provided
that the Bonds are listed on a “recognised stock exchange”
(within the meaning of section 1005 of the Income Tax Act
2007), the Bonds should be eligible for investing in a Stocks &
Shares ISA or SIPP.
•
Bond ISIN: XS1575974933.
•
Amount of Bonds to be issued: The total amount of the
Bonds to be issued will depend on the number of applications
to purchase the Bonds received before the End of Offer Date.
•
Listing: The Bonds are also expected to be eligible for the
London Stock Exchange’s electronic Order book for Retail
Bonds (“ORB”).
•
Lead Manager: Peel Hunt LLP.
Financial Covenant: The Loan Agreement contains certain
covenants which the Charity has agreed to comply with from
time to time such as, for example:
(i) a requirement that, as at each relevant testing date,
the sum of (A) the group’s unencumbered properties
(that is, those not subject to any security in favour
of a third party), (B) tangible fixed assets (as set out
in the Charity’s latest financial statements), (C) cash
and investments that are deemed equivalent to cash
(such as UK government bonds) (subject to a cap
of £5,000,000) and (D) cash held in a bank account
specifically earmarked for repayments under the Loan
Agreement is not less than 130 per cent. of the total
unsecured debt of the group; and
(ii) a requirement that, for so long as the Loan remains
outstanding, the Charity will not (and will ensure
that its subsidiaries do not) create any security
to secure any financial indebtedness (a “Secured
Borrowing”) unless, immediately after incurring such
Secured Borrowing, the ratio of the Charity’s Secured
Borrowings to the sum of (A) fixed assets (as set out in
the Charity’s latest financial statements and adjusted
for any impairments), (B) cash and investments
that are deemed equivalent to cash (such as UK
government bonds) (subject to a cap of £5,000,000)
and (C) cash held in a bank account specifically
earmarked for repayments under the Loan Agreement
is not greater than 1:4.
•
Redemption at Expected Maturity Date: Assuming the
Issuer or the Charity does not go out of business or become
insolvent or other problems are not encountered in respect
of payments due on the Bonds, the Charity has not elected
to defer payment until the Legal Maturity Date and assuming
the Bonds have not been redeemed, or purchased and
cancelled early, the Bonds will be redeemed at 100 per cent.
of their face value on the Expected Maturity Date (i.e.
30 March 2026).
You are referred to the sections headed “Important Legal
Information” on page 90 and “Risk Factors” on page 27, of the
Prospectus.
A copy of the prospectus should have been provided to you by
your stockbroker or Financial Adviser.
7
Key Risks of Investing in the Bonds
A number of particularly important risks relating to an investment • It is intended that the Charity shall make payments due under
the Loan Agreement from available reserves accumulated
in the Bonds are set out below. The risks set out below are not
within the Charity’s business. While there exist procedures to
intended to be a comprehensive list of all the risks that may
constantly monitor, review and report on the Charity’s ability
apply to an investment in the Bonds. You should seek your own
to meet its payment obligations, it remains possible that the
independent professional investment, legal and tax advice as to
Charity may have to refinance the Loan, and in such instances,
whether an investment in the Bonds is suitable for you. You should
its ability to refinance would depend on the prevailing
be aware that you could get back less than you invest or lose
economic conditions.
your entire initial investment.
Full risk factors relating to the Issuer, the Charity, and the Bonds • Unlike a bank deposit, the Bonds are not covered by the
Financial Services Compensation Scheme (“FSCS”). As a result,
are set out in the section headed “Risk Factors” starting on
the FSCS will not pay compensation to an investor in the Bonds
page 27 of the Prospectus. Please read them carefully.
in the event of the failure of the Issuer. Payments in respect of
• The Issuer is an entity which has been established for the
the Bonds will be solely funded by the interest and principal
purpose of issuing asset-backed securities. It has very limited
payable on the Loan Agreement. The Bonds are limited recourse
assets. As investors in the Bonds, Bondholders will only have
obligations of the Issuer and the rights of enforcement for
limited recourse to certain of those assets in the event that
investors are limited. Bondholders do not have direct recourse
the Issuer fails to make payments in respect of the Bonds.
to the Charity in respect of any failure of the Charity to fulfil
Whilst the Issuer may issue other bonds and advance loans to
its obligations under the Loan Agreement. However, the Issuer
other charities, the Issuer’s rights in respect of those other
will assign by way of security its rights, title and interest in the
loan agreements will be held as security for the holders of the
Loan Agreement in favour of a trustee for the benefit of the
corresponding bonds and will not be available to investors in the
Bondholders. In certain circumstances, repayment of the Bonds
Bonds described in the Prospectus.
may be deferred to a later date, and such deferral will not
• The Issuer’s only material assets in respect of the Bonds will
constitute a default under the terms of the Bonds, provided the
be its rights under the Loan Agreement and, accordingly, as
Bonds are repaid on the Legal Maturity Date.
investors in the Bonds, Bondholders will take credit risk on
•
N
either the Bonds nor the Loan Agreement contain a grossthe Issuer and the Charity. If the Issuer or Charity goes out
up
provision requiring the Issuer or the Charity to pay any
of business or if the Issuer or the Charity becomes insolvent,
additional
amounts to Bondholders or the Issuer (as applicable)
you may lose some or, in the worst case scenario, all of your
to reimburse them for any tax, assessment or charge required
investment in the Bonds.
to be withheld or deducted from payments in respect of the
• The Issuer is a party to contracts with a number of third parties
Bonds or the Loan Agreement.
that have agreed to perform certain services in relation to the
• If you choose to sell your Bonds at any time prior to the
Bonds. The nature of some of these services is highly specialised
Expected Maturity Date or Legal Maturity Date (as the case may
and disruptions in these arrangements could lead to Bondholders
be) the price you receive from a purchaser could be less than
incurring losses on the Bonds.
your original investment. Factors that will influence the market
• The Issuer has not undertaken and will not undertake any
price of the Bonds include, but are not limited to, market
investigations or due diligence to establish the creditworthiness
appetite, inflation, the time of redemption, interest rates and
of the Charity for the benefit of the Bondholders.
the financial position of the Charity. In particular, you should
note that:
• The Charity’s operations are subject to regulation by the Care
Quality Commission (“CQC”) pursuant to statutory legislation,
– if interest rates start to rise, then the income to be paid by the
and any future changes in the regulatory landscape could lead to
Bonds might become less attractive on a relative basis and the
increased costs for the Charity.
price you get if you sell could fall. However, the market price
• Future changes in demographics, life expectancy, expectations
and trends as to care provision may require an upgrade of
the Charity’s current facilities and services. If not identified
or adequately planned for in advance, the Charity might not
be able to meet market demands and may face a decrease in
revenue.
• The Charity’s revenue is driven by occupancy level. While a
future increase in life expectancy of the population has been
predicted, this does not correlate to age-specific dependency
rates and the Charity may face falling occupancy levels if the
latter decreases at a faster rate.
of the Bonds has no effect on the income you receive or what
you get back on expiry of the Bonds if you hold on to the Bonds
until they mature; and
– inflation will reduce the real value of the Bonds. This may
affect what you could buy with the return on your investment
in the future and may make the fixed interest rate on the
Bonds less attractive in the future.
• If you invest at a price other than the face value of the Bonds,
the overall return or ‘yield’ on the investment will be different
from the headline yield on the Bonds. The headline indication
of yield applies only to investments made at (rather than above
or below) the face value of the Bonds.
• T
he Charity faces a risk of legal action from occupants and
• There is no guarantee of what the market price for selling or
staff, which could result in an increase in insurance premiums
buying the Bonds will be at any time. If prevailing market
(if the claims are covered by insurance) and also lead to adverse
conditions reduce market demand for the Bonds, the
publicity for the Charity, affecting its business.
availability of a market price may be impaired. Although Peel
• Industry competition may reduce the Charity’s ability to retain
Hunt LLP will act as market maker (you are referred to the
existing residents or attract new residents. While the Charity
section headed “Further Information - How to trade the
continually seeks to track its competitors’ offerings and local
Bonds” on page 12 of this document) for the Bonds, if trading
demands, the Charity’s future performance is not assured and its
activity levels are low, this may severely and adversely impact
revenue may be impacted detrimentally by strong competition.
the price that you would receive if you wish to sell your Bonds.
8
Greensleeves Homes Trust
Incorporation and Regulatory
Greensleeves Homes Trust (the “Charity”) was incorporated on
8 October 1996 as Charis (58) Limited. It is a registered charity
in England and Wales (No. 1060478) and is registered with the
England and Wales Companies House as a private limited company
(Company No. 3260168). The registered address of the Charity is
Unit 2 Regent Terrace, Rita Road, London, SW8 1AW.
The Charity is regulated by the Charity Commission and is also
subject to regulation by the Care Quality Commission (CQC). As a
result of its charitable status, the Charity must also comply with
the Charities Act 2011. The Charity is operated on a not-for-profit
basis so all funds available are invested back into its operations.
Background and History
The Charity is a growing charitable organisation, which provides
care for older people in its residential, dementia and nursing
homes across England. The Charity commenced operations in 1997
when the Women’s Royal Voluntary Service (“WRVS”) decided
to transfer the ownership and management of its care homes
to an independent organisation. The newly formed Charity took
its name from the green arm bands (or sleeves) worn by WRVS
volunteers during World War II.
As an organisation, the Charity is constantly adapting to meet the
needs of older people. The Charity has successfully introduced
the Eden Alternative approach to care, to improve the quality of
life for residents at its care homes.The Charity has successfully
introduced the Eden Alternative approach to care, to improve the
quality of life for residents at its care homes.
The Charity aims to set and maintain the highest standards of
good practice within an environment that encourages residents
to thrive as individuals and employees to fulfil their ambitions as
caring professionals.
The quality of care provided to residents is of paramount
importance to the Charity and this ultimately drives all
operational issues within the Charity. This has been recognised
through national and local awards for a number of homes and
above industry average performance in ratings awarded by the
regulatory body, the CQC.
As a charitable trust, the Charity operates on a not-for-profit
basis, so all funds available are invested back into the operations
of the Charity. In this way, Charity is able to offer care and
services to residents whilst charging comparatively modest fees.
The Charity currently has one subsidiary, Greensleeves
Developments Limited, whose accounts are consolidated into
the Charity’s financial statements. The subsidiary is currently
considered dormant but is kept in existence in case a trading
subsidiary is required for future activities.
9
Greensleeves Homes Trust
The Homes
12
Birmingham
Norwich
9
4
1
6
15
17
18
5
19
Bristol
London
20
10
16
13
2
7
11
14
8
3
Business Description and
Principal Activities
In the year ended 31 March 2016, the Charity’s average number
of staff was 926. As at 31 March 2016, the Charity was able to
care for up to 789 residents in 20 homes that provide a mix of
residential, dementia and nursing care for older people.
Two homes, Gloucester House and Speirs House, specialise in
offering nursing care. Together, they represent 11.28% of the
Charity’s total CQC registration.
The Charity seeks to operate a sustainable business model and
balances its resident funding accordingly. Historically, a mix of
75 per cent. privately funded and 25 per cent. publicly funded
residents has been felt appropriate. The Charity is therefore less
reliant on public sector funding than many other operators.
The CQC monitors, inspects and regulates care homes in the UK,
providing an overall rating for each home and also individual
ratings covering the categories of “safety”, “effectiveness”,
“care”, “responsiveness” and “well lead”. The CQC has
inspected 19 of the Charity’s 20 homes and rated 84.2% per cent
of these either outstanding or good. This compares favourably
with the sector average of approximately 73% of either
outstanding or good.
1
Arden House (Leamington Spa)
2
Borovere (Alton)
3
The Briars (Sandown, Isle of Wight)
4
Broadlands (Oulton Broad)
5
Croxley House (Rickmansworth)
6
De Lucy House (Diss)
7
Gloucester House (Sevenoaks)
8
Grosvenor House (St Leonards on Sea)
9
Harleston House (Lowestoft)
10
Kingston House (Calne)
11
Mount Ephraim House (Tunbridge Wells)
12
Pelsall Hall (Walsall)
13
Queen Elizabeth House (Bromley)
14
St Cross Grange (Winchester)
15
Sharnbrook House (Sharnbrook)
16
Speirs House (New Malden)
17
Thornbank (Ipswich)
18
Tickford Abbey (Newport Pagnell)
19
Torkington House (Acton)
20
Viera Gray House (Barnes)
industry standard, averaging 93.4 per cent during the year
ended 31 March 2016.
Staff turnover averaged 14.8 per cent during the year ended 31
March 2016 against an industry average of approximately 22 per
cent. This reflects the ongoing commitment of the Charity to
rewarding staff appropriately and investing significantly in training
to further develop the quality of care provided to residents.
The Charity has historically generated sustained levels of
financial surpluses and, in recent years, undertaken significant
investment in existing and additional homes. This has enabled
the Charity to expand greatly the number of residents for whom
it can provide care.
Growth to date has been achieved through three major routes:
•
acquisition of currently operating homes;
•
new build – leasehold; and
•
development of existing portfolio.
It is anticipated that this will continue in the future on a selective
and sustainable basis.
Please note that past performance is not a reliable indicator of
future results
You are referred to the section headed “Description of the
Charity” starting on page 40 in the Prospectus
The quality of care offered in the Charity’s homes has allowed
the Charity to maintain levels of occupancy higher than the
10
Retail Charity Bonds PLC
Overview
Retail Charity Bonds PLC is the Issuer of the Bonds and a public
limited company. The Issuer was established as an issuing vehicle
but is not itself a charity.
The directors of the Issuer have delegated certain of their powers,
authorities and discretions to the following committees:
•
a nomination committee which will consider the appointment
of directors of the Issuer and make recommendations to the
board;
•
a review committee which will consider, report on, and
recommend to the board potential transactions that the
Issuer may enter into; and
•
an audit committee which will consider matters in relation
to any audit of the Issuer and the appointment of external
auditors and make recommendations to the board.
Principal activities of the Issuer
The Issuer is an entity which has been established for the purpose
of issuing asset-backed securities. Its principal activities and
corporate objects are limited to issuing debt securities and onlending the proceeds to exempt charities or registered charities in
the UK.
In order to perform such activities, the Issuer has entered into
certain arrangements with third parties including, in particular,
in relation to loan servicing, cash management and corporate
administration services. You are referred to the section headed
“Description of the Servicer” starting on page 79 in the
Prospectus.
The Issuer’s financial statements can be viewed electronically
and free of charge on the Issuer’s website (http://www.
retailcharitybonds.co.uk/about/#Governance)
You are referred to the section headed “Description of Retail
Charity Bonds PLC” starting on page 75 in the Prospectus.
11
Further Information
Holding the Bonds
The Bonds will be held in custody for you by your Authorised
Offeror, or as may be arranged by your stockbroker or financial
adviser.
How to trade the Bonds
The Bonds are expected to be listed on the Official List of the
Financial Conduct Authority and admitted to trading on the
regulated market of the London Stock Exchange plc.
The Bonds are also expected to be eligible for the London Stock
Exchange’s electronic Order Book for Retail Bonds (the “ORB”).
The ORB was launched in response to private investor demand
for easier access to trading bonds with the aim of providing a
transparent and efficient mechanism for UK retail investors to
access the bond markets. The Bonds are tradable instruments and
prices will be quoted in the market during trading hours.
The Bonds are expected to be supported in a market-making
capacity by Peel Hunt LLP. Market-making means that a person
will maintain prices for buying and selling the Bonds. Peel Hunt
LLP will be appointed as a registered market maker through the
ORB (www.londonstockexchange.com/exchange/prices-andmarkets/retail-bonds/retail-bonds-search.html) when the Bonds
are issued.
Investors should, in most normal circumstances, be able to
sell their Bonds at any time, subject to market conditions, by
contacting their stockbroker. As with any investment, there is
a risk that an investor could get back less than his/her initial
investment or lose his/her initial investment in its entirety.
You are referred to the section headed “Key Risks of Investing
in the Bonds” on page 8 of this document.
Pricing information for sales and purchases of the Bonds in the
market will be available during market hours (8.00am to 4.30pm
London time) and in normal market conditions on the ORB.
As noted above, notwithstanding that Peel Hunt LLP will act as
market maker (as explained above), if trading activity levels are
low, this may severely and adversely impact the price that an
investor would receive if he/she wishes to sell his/her Bonds.
12
Further Information
Fees
The Issuer will pay certain fees and commissions in connection
with the offer of the Bonds. The Lead Manager will receive a fee
of 0.75% of the aggregate nominal amount of the Bonds of which
0.25% will be distribution fees available to Authorised Offerors.
Authorised Offerors may charge expenses to you in respect of
any Bonds purchased and/or held. These expenses are beyond
the control of the Issuer and are not set by the Issuer. Neither
the Issuer nor (unless acting as an Authorised Offeror) the Lead
Manager is responsible for the level or payment of any of these
expenses.
Taxation of the Bonds
The tax treatment of an investor will depend on his or her
individual circumstances and taxation law and practice at the
relevant time (and so may be subject to change in the future).
Prospective investors should consult their own independent
professional tax advisers to obtain advice about their particular
tax treatment in relation to the Bonds.
Please also refer to the section at page 71 of the Prospectus
entitled “Taxation” for information regarding certain aspects of
United Kingdom taxation of payments of interest on the Bonds.
It is the responsibility of every investor to comply with the tax
obligations operative in their country of residence.
ISA and SIPP eligibility of the Bonds
At the time of issue, and provided that the Bonds are listed on
a “recognised stock exchange” (within the meaning of section
1005 of the Income Tax Act 2007), the Bonds should be eligible
for investing in a stocks and shares ISA (Individual Savings Account
or SIPP (a self-invested personal pension). However, prospective
investors should seek independent advice as to whether the
specific terms of their arrangement permits investment of this
type. The tax treatment of an investor will depend on his/her
individual circumstances and taxation law and practice at the
relevant time (and so may be subject to change in the future).
See also the “Taxation of the Bonds” section above.
You are referred to the sections headed “Subscription and
Sale” on page 83 of the Prospectus, “Taxation” on page 71
of the Prospectus, “Important Legal Information” on page 90
of the Prospectus and “Additional Information” on page 86 of
the Prospectus.
All amounts, yields and returns described herein are shown before
any tax impact.
13
Authorised Offerors
AJ Bell Securities Limited
Trafford House
Chester Road
Manchester
M32 0RS
https://www.ajbellsecurities.co.uk
Alliance Trust Savings Limited
8 West Marketgait
Dundee
DD1 9YP
http://www.alliancetrustsavings.co.uk
Barclays Bank Plc
1 Churchill Place
London
E14 5HP
www.barclaysstockbrokers.co.uk/investments/
new-issues/pages/at-a-glance.aspx
Equiniti Financial Services Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
https://equiniti.com
Interactive Investor Trading Limited
Standon House
21 Mansell Street
London E1 8AA
http://www.iii.co.uk
Redmayne-Bentley LLP
9 Bond Court
Leeds
LS1 2JZ
http://www.redmayne.co.uk
14
Disclaimer
This document should not be relied on for making any
investment decision in relation to the purchase of Bonds. Any
decision to purchase or sell the Bonds should be made by
you solely on the basis of a careful review of the Prospectus.
Please therefore read the Prospectus carefully before
you invest. Before buying or selling any Bonds you should
ensure that you fully understand and accept the risks relating
to an investment in the Bonds, otherwise you should seek
professional independent advice.
Peel Hunt LLP is acting for itself and will not act and has not
acted as your legal, tax, accounting or investment adviser
and will not owe you or your clients any fiduciary duties in
connection with a purchase or sale of the Bonds or any related
transaction.
No reliance may be placed on Peel Hunt LLP for advice
or recommendations of any sort. Peel Hunt LLP makes
no representation or warranty to you with regard to the
information contained in the Prospectus. This Information
Booklet contains information derived from the Prospectus and
is believed to be reliable but, in so far as it may do so under
applicable law, Peel Hunt LLP does not warrant or make any
representation as to its completeness, reliability or accuracy.
Neither Peel Hunt LLP, Retail Charity Bonds PLC nor
Greensleeves Homes Trust is responsible for any advice or
service you may receive from a third party in relation to
the Bonds.
Peel Hunt LLP and its affiliates, connected companies,
employees and/or clients may have an interest in the Bonds
and/or in related investments. Such interest may include
dealing, trading, holding, acting as market makers in such
instruments and may include providing banking, credit and
other financial services to any company or issuer of securities
referred to herein.
This document does not constitute or form part of any offer or
invitation to sell, or any solicitation of any offer to purchase,
any Bonds. Any purchase or sale of Bonds should only be made
on the basis of the information contained in the Prospectus
available as described above.
15